UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
August 12, 2021 (
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Item 1.01 Entry into a Material Definitive Agreement.
On August 11, 2021, Glatfelter Corporation, a Pennsylvania corporation (“Glatfelter”), entered into an amendment (the “Amendment”) to its Third Amended and Restated Credit Agreement, dated as of February 8, 2019, among Glatfelter, as borrower, certain of Glatfelter’s subsidiaries as borrowers and guarantors, PNC Bank, National Association, as administrative agent, and the lenders and other agents party thereto (the “Existing Credit Facility”) to, among other things, (i) permit its previously announced acquisition of all of the outstanding equity interests of PMM Holding (Luxembourg) AG (the “Jacob Holm Acquisition”), (ii) permit the incurrence of up to $550.0 million of additional indebtedness to finance the Jacob Holm Acquisition, (iii) increase the maximum Leverage Ratio (as defined in the Existing Credit Facility, but giving effect to certain amendments to the definitions of Consolidated EBITDA and Consolidated Adjusted EBITDA as set forth in the Amendment) to 5.25 to 1.00 following the closing of the Jacob Holm Acquisition (which will step down to 4.00 to 1.00 after 24 months), (iv) provide that, if the Debt Rating (as defined in the Existing Credit Facility) is below “BB” by Standard & Poor’s or below “Ba2” by Moody’s, obligations under the Existing Credit Facility will be secured by substantially all domestic assets of Glatfelter and the guarantors, subject to certain exceptions and limitations and (v) fix pricing at the applicable interest rate plus 175 basis points for the 12-months following the closing of the Jacob Holm Acquisition (Level IV as defined in the Existing Credit Facility).
A summary description of the terms of the Existing Credit Facility are set forth in the Company’s Current Report on Form 8-K filed on February 11, 2019 and a copy of the Existing Credit Facility, along with the first amendment to the Existing Credit Facility, were filed as Exhibits 10.1 and 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed herewith:
| 10.1 | Third Amendment to Third Amended and Restated Credit Agreement, dated August 11, 2021, by and among Glatfelter, PNC Bank, National Association, and the other lenders party thereto. | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Glatfelter Corporation | ||||||||
| August 12, 2021 | By: |
/s/ Jill L. Urey | ||||||
| Name: | Jill L. Urey | |||||||
| Title: | Vice President, Deputy General Counsel & Corporate Secretary | |||||||